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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (1) | $ 5.09 (2) | 05/02/2016(1) | J | 682,897 | 03/20/2013(1) | 09/19/2017 | Common Stock | 682,897 | $ 0 | 682,897 (1) | D | ||||
| Warrants (1) | $ 5.09 (2) | 05/02/2016(1) | J | 119,352 | 09/10/2014(1) | 09/19/2017 | Common Stock | 119,352 | $ 0 | 119,352 (1) | D | ||||
| Warrants (1) | $ 0.91 (2) | 05/02/2016(1) | J | 2,900,000 | 03/11/2015(1) | 09/10/2019 | Common Stock | 2,900,000 | $ 0 | 2,900,000 (1) | D | ||||
| Warrants (1) | $ 5.09 (2) | 05/02/2016(1) | J | 225,441 | 01/19/2016(1) | 09/19/2017 | Common Stock | 225,441 | $ 0 | 225,441 (1) | D | ||||
| Convertible Note (1) | $ 0.29 | 05/02/2016(1) | J | 4,137,931 (1) (3) | 01/19/2016(1) | 10/27/2016 | Common Stock | 4,137,931 (1) (3) | $ 5,000,000 | 4,137,931 (1) (3) | D | ||||
| Warrants (1) | $ 5.09 | 05/02/2016(1) | J | 102,182 (4) | 02/11/2016(1) | 09/19/2017 | Common Stock | 102,182 (4) | $ 0 | 102,182 (1) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sentient Global Resources Fund IV, L.P. LANDMARK SQUARE, 1ST FL., 64 EARTH CLOSE WEST BAY BEACH SOUTH; PO BOX 10795 GEORGE TOWN, GRAND CAYMAN, E9 KY1-1107 |
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| /s/ Andrew Pullar | 05/04/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to an Agreement Regarding Warrants Exercise and Note Conversion dated May 2, 2016 between the Company and the Reporting Person (the "Agreement"), Reporting Person has agreed not to exercise any Warrants or Conversion Rights under the Convertible Note dated October 27, 2015 until the earlier of (i) July 19, 2016, or (ii) the date on which the Company shareholders approve an increase of the Company's authorized Common Stock from 100,000,000 to 200,000,000 shares and the amendment to the Company's Amended and Restated Certificate of Incorporation is filed and accepted by the Delaware Secretary of State. If the Company's proposed sale of Common Stock and Warrants (the "Financing") has not closed on or before May 9, 2016, the Agreement shall terminate and the restrictions of Reporting Person's right to exercise Warrants and Conversion Rights under the Note shall also terminate. |
| (2) | Reflects exercise price resulting from anti-dilution adjustments triggered by partial exercise of Convertible Note on February 11, 2016. If consummated, the Financing is expected to trigger further anti-dilution adjustments to the Warrant exercise price. |
| (3) | Assumes the highest conversion price of $0.29, which is 90% of the 15 day VWAP as of the date of issuance. Effective February 11, 2016, the Reporting Person converted $3,874,416 in principal and $132,772 in accrued and unpaid interest under the Convertible Note into an aggregate of 23,355,000 shares of Common Stock. As a result, the remaining outstanding principal balance and accrued unpaid interest due under the Convertible Note as of the date of this Report is approximately $1.2 million. |
| (4) | Reflects additional shares issuable upon exercise of Warrants originally issued in 2012 to give effect to anti-dilution adjustments triggered by partial exercise of Convertible Note on February 11, 2016. If consummated, the Financing is expected to trigger further anti-dilution adjustments to the Warrant exercise price. |